ACGC Virtual Roundtable: "Activism in 2025: What to Expect and How to Advise the Board"

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Activism in 2025: What to Expect and How to Advise the Board

an ACGC Virtual Roundtable Event

Featured Speakers Include: 

Bill Anderson, Senior Managing Director at Evercore

Scott Barshay, Partner at Paul Weiss and ACGC Fellow

Kai H.E. Liekefett, Partner at Sidley and ACGC Fellow

Elizabeth Gonzalez-Sussman, Partner at Skadden

The panel will be moderated by Marie Oh Huber, Director, Portland General Electric and ACGC Fellow

ABOUT THE EVENT

This roundtable will consider what companies and their advisors can expect as we head into the 2025 annual meeting season. Directors and companies are expected to face a number of issues this year, as activist investors (many of whom were strongly supportive of candidate Trump) anticipate one of the most favorable market and regulatory environments in years to challenge boards. Our panel of experts will consider such questions as how will the anticipated greater flexibility and liquidity for M&A transactions and potentially reduced antitrust roadblocks impact activists?  How will the new Republican majority at the SEC, under the likely leadership chair-nominee Paul Atkins, impact proxy contests?  Will there be any changes to the universal proxy card, which was adopted by the Biden administration over the objection of the two Republican members of the Commission who will now form a majority (with chair-nominee Atkins) on the Commission?  Will the SEC make it easier to exclude shareholder proposals on diversity, equity and inclusion (“DEI”) as well as on non-economic issues relating to environmental, social and governance (“ESG”) topics? Will the SEC impose additional rules and constraints on proxy advisory firms like ISS and Glass Lewis? In addition, the panel will share their extensive experience working for and against activists, including strategies for winning (and losing!) a proxy contest, PR strategies, how to deal with institutional investors and the proxy advisory firms, and challenges boards and management confront when facing a proxy contest and/or a shareholder proposal.

The panelists are among the most prominent advisors in proxy contests and bring a diverse range of experiences and expertise, including banking, proxy advisory representing both companies and activists, M&A, in-house counsel, cross-border and board experience. 

READING MATERIALS

1. Lazard: Annual Review of Shareholder Activism 2024

2. Harvard Law School Forum on Corporate Governance

3. Reuters: Record number of activist investors joined shareholder rebellion in 2024

4. Sullivan & Cromwell: Lessons from the 2024 Proxy Season and Trends for 2025

5. Weil: Heads up for the Proxy Season

6. Manhattan Institute: Index Funds Have Too Much Voting Power: A Proposal for Reform

7. SSRN: Outsourcing Voting to AI

8. Harvard Law School Forum on Corporate Governance: Key Considerations for the 2025 Proxy Season

9. WLRK: Dealing with Activist Hedge Funds and Other Activist Investors 

10. Harvard Law School Forum on Corporate Governance: Shareholder Activism - 2024 Mid-Year Review

11. Harvard Law School Forum on Corporate Governance: The 2025 Annual Meeting and Reporting Season

12. Skadden: The Informed Board

13. Harvard Law School Forum on Corporate Governance: Developments with Universal Proxy Cards and Advance-Notice Bylaws

14. Sidley: 2024 Was a Banner Year for Shareholder Activism

15. Sidley: Universal Proxy and Trends in Shareholder Activism

16. Sidley: Why Activist Investors are Rooting for Donald Trump to Win

ACGC Members: Please RSVP by Friday, January 17, 2025. Dial-in details will be provided to members only and to those who RSVP.